THIS GENERAL SERVICE AGREEMENT (the “Agreement”) is between You (the “Client”) and Lighthouse AVL (the “Contractor”).
BACKGROUND: The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
1. The Client hereby agrees to engage the Contractor to provide the Client with services (the “Services”) consisting of: Provide preventative maintenance, troubleshooting and repairs to AV systems throughout the Client’s facility. The Contractor will also provide training on AV system operation.
2.The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
TERM OF AGREEMENT
3. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide at least one day’s notice to the other Party.
5. IN the event that wither Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
6.This Agreement may be terminated at any time by mutual agreement of the Parties.
7. Except as otherwise provided in this Agreement, the obligation of the Contractor will end upon the termination of this Agreement.
8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. CURRENCY
9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in US Dollars.
10. For the services rendered by the Contractor as required by this Agreement, the Client will provide compensation (the “Compensation”) to the Contractor at the rate of $150.00 billed per month or $1,600.00 billed per year.
11. The Compensation will be payable on a monthly basis, while this Agreement is in force.
12 The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
REIMBURSEMENT OF EXPENSES
13. The Contractor will be reimbursed from time to time for all reasonable and necessary expenses incurred by the Contractor in connection with providing the Services hereunder.
14. The Contractor will furnish vouchers tot he Client for all such expenses.
15. The Client agrees to provide, for the use of the Contractor in providing the Services, the following resources: Access to any networks and physical space where AV system components reside.
OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY
16. All intellectual property and related materials (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
17. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.
RETURN OF PROPERTY
18. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
CAPACITY/ INDEPENDENT CONTRACTOR
19. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
20. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement by email of the corresponding Parties
21. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement, This indemnification will survive the termination of this Agreement.
22. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
MODIFICATION OF AGREEMENT
23. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
TIME OF THE ESSENCE
24. Time is of the essence in this Agreement, No extension or variation of this Agreement will operate as a waiver of this provision.
25. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
26. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
27. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
28. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
29. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
30. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of Texas, without regard tot eh jurisdiction i which any action or special proceeding may be instituted.
31. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
32. The waiver by either Party of breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.